ntpc ar 2017-18.cdr - ntecl

15TH

ANNUAL REPORT 2017-18

S.No. PARTICULARS PAGE NO

1 NOTICE OF AGM 1

u2 DIRECTORS' REPORT 8

3 SECRETARIAL AUDIT REPORT 27

4 ANNUAL FINANCIAL STATEMENTS 36

5 AUDITORS' REPORT 110

6 COMMENTS OF C&AG 118

7 ATTENDANCE SLIP 120

8 FORM OF PROXY 121

9 ROUTE MAP 123

NTPC Tamil Nadu Energy Company Limited CIN: U40108DL2003PLC120487

Regd. Office: NTPC Bhawan, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi-110 003

Tel. no.: 011-24369034 Fax: 011-24360241 Email: [email protected] Website: www.ntpcntecljv.co.in

NOTICE

NOTICE is hereby given that the 15th Annual General Meeting of the Members of NTPC Tamil Nadu Energy Company Limited will be held on 14th September, 2018 at 12.00 Noon at Registered Office of the Company at NTPC Bhawan,Core-7,SCOPE Complex,7,Institutional Area, Lodi Road, New Delhi-110003 to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statement of the Company for the financial year ended 31st March, 2018, the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Smt. Mahadevan Maheswari Bai (DIN: 07160357), who retires by rotation and being eligible, offers herself for re-appointment. 3. To fix the remuneration of the Statutory Auditors for the year 2018-19. SPECIAL BUSINESS: 4. To appoint Shri Prakash Tiwari (DIN: 08003157), as Director of the Company and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“Resolved that pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, Rules made thereunder, Shri Prakash Tiwari (DIN: 08003157),who was appointed as an Additional Director by the Board of Directors with effect from 8th December,2017 to hold office until the date of this Annual General Meeting, in terms of Section 161 of the Companies Act,2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act,2013 signifying his intention to propose Shri Prakash Tiwari(DIN: 08003157) as a candidate for the office of a director of the Company, be and is hereby appointed as Director, liable to retire by rotation”

5. To appoint Shri C.V.Anand (DIN: 08087484), as Director of the Company and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“Resolved that pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, Rules made thereunder, Shri C.V.Anand (DIN: 08087484),who was appointed as an Additional Director by the Board of Directors with effect from 10th April,2018 to hold office until the date of this Annual General

Meeting, in terms of Section 161 of the Companies Act,2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act,2013 signifying his intention to propose Shri C.V.Anand (DIN: 08087484) as a candidate for the office of a director of the Company, be and is hereby appointed as Director, liable to retire by rotation”

6. To ratify the remuneration of the Cost Auditors for the financial year 2018-19 and in this regardto consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“Resolved that pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s)], the Company hereby ratifies the remuneration of Rs.60,000/- (Rupees Sixty Thousand only) as approved by the Board of Directors payable to Cost Auditors to be appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2018-19 as per detail set out in the Statement annexed to the Notice convening this Meeting.

Resolved further that the Board of Directors of the Company be and is hereby authorised to do all acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution.”

By order of the Board of Directors

(Amit Garg) Company Secretary

Place: New Delhi Date: 24th August, 2018

Notes:-

1. The relevant explanatory Statement, pursuant to Section 102 of the Companies Act, 2013,in respect of the special businesses, as set out above is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOTBE A MEMBER OF THE COMPANY. IN ORDER TO BE EFFECTIVE, THE PROXY FORM DULYCOMPLETED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOTLESS THAN FORTY-EIGHT HOURS BEFORE THE SCHEDULED TIME OF THE ANNUALGENERAL MEETING. BLANK PROXY FORM IS ENCLOSED.

PURSUANT TO THE PROVISIONS OF SECTION 105 OF THE COMPANIES ACT,2013, APERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY ANDHOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE

Sd/-

CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERSCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES, ETC. MUST BE SUPPORTED BY AN APPROPRIATE RESOLUTION / AUTHORITY, AS APPLICABLE.

3. Every member entitled to vote at a meeting of the company or on any resolution to bemoved thereat, shall be entitled during the period beginning twenty four hours before thetime fixed for the commencement of the meeting and ending with the conclusion of themeeting, to inspect the proxies lodged, at any time during the business hours of thecompany, provided not less than three days notice in writing of the intention to inspect isgiven to the company.

4. Corporate Members intending to send their authorized representatives to attend themeeting are requested to send a certified copy of the Board Resolution authorizing theirrepresentative to attend and vote on their behalf at the meeting.

5. Pursuant to Section 139 of the Companies Act, 2013, the Auditors of a Governmentcompany are to be appointed or re-appointed by the Comptroller and Auditor General ofIndia (C&AG) and in pursuance of Section 142 of the Companies Act, 2013, theirremuneration is to be fixed by the Company in the Annual General Meeting or in suchmanner as the Company in General Meeting may determine. The members of theCompany, in 14th Annual General Meeting held on September 22, 2017, authorised theBoard of Directors to fix the remuneration of Statutory Auditors for the financial year 2017-18. Accordingly, the Board of Directors has fixed audit fee of Rs. 2,25,000/- (Rupees TwoLakh Twenty Five Thousand only) for the Statutory Auditors for the Financial year 2017-18in addition to applicable Goods and service tax(GST) and reimbursement of actual travelingand out-of-pocket expenses for visits to accounting units. The Statutory Auditors of theCompany for the year 2018-19 have been appointed by the C&AG. Accordingly, themembers may authorise the Board to fix an appropriate remuneration of StatutoryAuditors as may be deemed fit by the Board for the year 2018-19.

6. All documents referred to in the accompanying notice and explanatory statements areopen for inspection at the registered office of the Company on all working days, exceptSaturdays and Sundays, between 11.00 A.M. to 1.00 P.M. prior to the Annual GeneralMeeting.

7. None of the Directors of the Company is in any way related with each other.

8. Route map to the venue of the Annual General Meeting is enclosed.

Annexure to Notice EXPLANATORY STATEMENT

Item No. 4

Shri Prakash Tiwari (DIN: 08003157) was appointed as Additional Director of the Company w.e.f. 08th December, 2017 to hold office upto the date of this Annual General Meeting. The Company has received a notice in writing from a member pursuant to the provisions of Section 160 of the Act, signifying his intention to propose Shri Prakash Tiwari for the office of Director. Shri Prakash Tiwari, if appointed, shall be liable to retire by rotation.

Shri Prakash Tiwari is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

None of the Directors or Key Managerial Personnel of the Company or their relatives except Shri Prakash Tiwari is in any way, concerned or interested, financially or otherwise, in the resolution.

The Board recommends the resolution for your approval.

Item No. 5

Shri C.V.Anand (DIN: 08087484) was appointed as Additional Director of the Company w.e.f. 10th

April, 2018 to hold office upto the date of this Annual General Meeting. The Company has received a notice in writing from a member pursuant to the provisions of Section 160 of the Act, signifying his intention to propose Shri C.V.Anand for the office of Director. Shri C.V.Anand, if appointed, shall be liable to retire by rotation.

Shri C.V.Anand is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

None of the Directors or Key Managerial Personnel of the Company or their relatives except Shri C.V.Anand is in any way, concerned or interested, financially or otherwise, in the resolution.


Item No. 6

Based on recommendation of Audit Committee, the Board of Directors in its meeting held on 24th August 2018 has approved the name of M/s B.V.S & Co, Cost Accountants, as Cost Auditor. The work was assigned to Cost Auditors and total fee of Rs. 60,000/- is payable for cost audit for the Financial Year 2018-19. The reimbursement of out of pocket expenses, applicable statutory taxes/ levies, filing fee shall be in addition to fees.

As per Rule 14 of Companies (audit and Auditors) Rules, 2014 read with section 148(3) of the Companies Act, 2013, the remuneration recommended by the Audit Committee shall be considered and approved by the Board of Directors and ratified subsequently by the shareholders.

Accordingly, members are requested to ratify the remuneration payable to the Cost Auditors for the financial year 2018-19.

None of the Directors or Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested, financially or otherwise, in the resolution.


By order of the Board of Directors

(Amit Garg) Company Secretary

Place: New Delhi Date: 24th August , 2018

Sd/-

BRIEF RESUME OF THE DIRECTORS SEEKING ELECTION/ RE- ELECTION:

Name Shri Prakash Tiwari Shri C.V.Anand Date of Birth & Age 01.05.1960

58 years 01.07.1961 57 Years

Date of First Appointment in the Board

08.12.2017 10.04.2018

Qualifications Mechanical Engineer from NIT Raipur

Post Graduated

Terms and Conditions of appointment or Re-appointment alongwith remuneration details

Part- time Chairman nominated by the JV Partner

Part- time Director nominated by the JV Partner

Expertise in specific functional area

He has an illustrious career spanning over 37 years of outstanding contribution in management of large size plants in the area of power plant operation & maintenance and in project construction as a Professional Manager, Strategic Planner and a Business Leader. He has led several initiatives for achieving operational excellence of Plants.

Directorship held in other companies

1. NTPC Limited2. Kanti Bijlee Utpadan Nigam

Limited

1. NTPC Vidyut Vyapar NigamLimited

Membership/ Chairmanship of Committees across all Public Companies held as on 31.3.2018 *

NTPC Ltd 1. Project Sub Committee-

Member2. Committee on Management

Control -Member3. Committee of Functional

Director for Contracts-Member

4. Investment/ContributionSub Committee -Member

5. Committee for Risk Management -Member

6. Committee for Risk Management -Member

7. Committee of the Board forAllotment and Post

Not Applicable

Allotment-Member 8. Committee of Directors on

Fuel Management andDevelopment and OperationCoal Blocks-Member

Attendance in Board Meetings till 31.3.2018

No. of Meetings held during his tenure – 2 No. of Meeting attended - 2

No. of Meetings held during his tenure –0 No. of Meeting attended -0

No. of shares held in the Company

100 100

Relationship with other Directors and KMP

None None

NTPC Tamil Nadu Energy Company Ltd (A Joint Venture of NTPC Ltd & TANGEDCO)

CIN : U40108DL2003PLC120487

DIRECTORS’ REPORT

To The Members, Your Directors are pleased to present the 15th Annual Report on the working of the Company together with Audited Financial Statements, Auditors’ Report and Review by the Comptroller & Auditor General of India for the financial year ended on 31st March, 2018. PERFORMANCE OF THE COMPANY NTECL (NTPC Tamil Nadu Energy Company Ltd), a Joint Venture between NTPC Limited and TANGEDCO (Tamil Nadu Generation & Distribution Corporation Ltd) is having an installed capacity of 1500MW (3x500 MW) at Tiruvallur District in Tamil Nadu. With the Commercial declaration of the last 500MW unit in Feb 2015, your Company has achieved the total capacity of 1500MW (3 X 500MW). The brief highlights of the Company for the year ended on 31st March 2018 are as under:-

Due to grid frequency & demand constraints, there was a backing down of 1616.12 MUs. Your company has generated revenue of Rs. 3,576.15 Cr. in FY 17-18, with a profit after tax of Rs.33.45 Crore. FINANCIAL REVIEW The financial highlights of the Company for the year ended on 31st March 2018 are as under:-

(Rs. In crores) Balance Sheet Items as at

31.03.2018 31.03.2017

Paid-up Share Capital : 2819.99 2,771.21 Reserves and Surplus : (196.59) (232.42) Share Application Money Pending Allotment : 5.61 24.39 Non-current liabilities : 4562.26 4,994.70 Current liabilities : 2641.45 3,011.65 Non-current assets : 8000.17 8,204.41 Current assets : 1826.86 2,362.12 Items from Statement of Profit and Loss for the year ended

:

Total Revenue : 3576.15 3,806.70 Total Expenses (incl. regulatory deferral a/c) : 3528.48 3,552.43 Profit / (Loss) before Tax for the year 47.67 254.27 Tax 14.23 56.33

S.No. Description Units 2017-18 2016-17 1 Commercial Generation MUs 7167.74

9210.851

2 Energy Sent Out (ESO) MUs 6809.89 8564.247 3 Plant Load Factor (PLF) % 54.55 70.10 4 Availability Factor (DC) % 67.52 79.08 5 Auxiliary Power Consumption (APC) % 7.85 7.02


CIN : U40108DL2003PLC120487

Profit / (Loss) after tax for the year : 33.44 197.94 Weighted average number of equity shares used as denominator (Basic)

281,61,77,566 2,73,01,16,334

Weighted average number of equity shares used as denominator (Diluted)

281,61,77,566 2,74,76,11,484

Earnings per shares (Basic) 0.17 0.93 Earnings per shares (Diluted) 0.17 0.93 Face value per share 10.00 10.00

During the Year 17-18 Financial Statements have been prepared as per IND AS requirements .

INFORMATION PURSUANT TO STATUTORY AND OTHER REQUIREMENTS

Information required to be furnished as per the Companies Act, 2013 and other regulations are as under: (1) Conservation Of Energy, Technology Absorption, Foreign Exchange Earning & Outgo LED lighting worth Rs. 1,67,06,390 is under implementation and Additional LED lighting amounting to Rs.3,95,12,100/- to be Delivered within a period of 3 months.

During the period under review, there was no earning in the foreign exchange. The outgo in foreign exchange was INR 305.49 Crore. (2) Information on Number of Meetings of the Board held during the year: During the year, four (4) Meetings of the Board were held on 23.06.2017, 22.09.2017, 22.12.2017, and 04.01.2018.The attendance of Directors in these Meetings are as under:

Date of the Meetings/ Name of the Directors 23.06.2017 22.09.2017 22.12.2017 04.01.2018

Shri Gurdeep Singh, Chairman (w.e.f. 23.06.2017)

Yes Yes Yes Yes

Dr. M. Saikumar- IAS, Director Yes Yes No Yes Shri K.K. Sharma, Director (Upto 31.10.2017) Yes Yes NA NA Smt. M. Maheswari Bai, Director Yes Yes Yes Yes Shri A.N. Sahay, Director Yes Yes Yes Yes Shri V.B.Fadnavis, Director (Upto 31.7.2017) Yes NA NA NA Smt. Shanmugasundaram Geetha (w.e.f. 23.06.2017)

Yes No No Yes

Shri Kaza Ram Chandra Murty-Nominee Director (w.e.f 22.09.2017)

NA Yes Yes Yes

Shri Prakash Tiwari (w.e.f. 08.12.2017) NA NA Yes Yes Yes: Present No: Leave of Absence NA : Either the Director was not inducted or has ceased on the Board of the Company.


CIN : U40108DL2003PLC120487

(3) Audit Committee Your Company constituted the Audit Committee of the Board under requirement of section 177 of the Companies Act, 2013. As on 31st March 2018, the Committee comprises following members:

Shri A.N. Sahay Chairman of the Committee Smt. M. Maheswari Bai Non-executive Director Shri K R C Murty Non-executive Director Shri Prakash Tiwari Non-executive Director

During the year, two (2) Meetings of the Committee were held on 23.06.2017, and 22.09.2017. The attendances of Directors in these Meetings are as under:

Date of the Meeting/ Name of the Director 23.06.2017 22.09.2017

Shri A.N. Sahay Yes Yes Shri K.K. Sharma Yes Yes Smt. M. Maheswari Bai Yes Yes Shri K R C Murty (w.e.f 22.12.2017) NA NA Shri Prakash Tiwari (w.e.f 22.12.2017) NA NA Shri Gurdeep Singh (w.e.f 23.06.2017 to 22.12.2017) NA No

Yes: Present No: Leave of Absence NA: Indicates that the Director was not member of the Committee. (4) Corporate Social Responsibility Your Company constituted the Corporate Social Responsibility Committee of the Board under requirement of section 135 of the Companies Act, 2013. As on 31st March 2018, the Committee comprises following members:

Shri A.N. Sahay* Chairman of the Committee Smt. S.Geetha Non-executive Director Shri K R C Murty Non-executive Director Shri Prakash Tiwari Non-executive Director

* In 76th Meeting of Board of Directors held on 22.12.2017 it had been decided that Shri A.N.Sahay will be the Chairman w.e.f. 22.12.2017. During the year, two (2) Meetings of the Committee were held on 23.06.2017 and 22.09.2017. The attendances of Directors in these Meetings are as under:

Date of the Meeting/ Name of the Director 23.06.2017 22.09.2017

Shri Gurdeep Singh,Chairman Yes Yes Shri A.N. Sahay (Chairman w.e.f. 22.12.2017) Yes Yes Shri K.K.Sharma(upto 31.10.2017) Yes Yes Smt. S.Geetha Yes No Shri K R C Murty (w.e.f 22.12.2017) NA NA Shri Prakash Tiwari (w.e.f 22.12.2017) NA NA

Yes: Present No: Leave of Absence NA: Indicates that the Director was not member of the Committee.


CIN : U40108DL2003PLC120487

The average Net Loss of the Company made during the three immediately preceding financial years worked out to Rs. 33.25 Crore, hence no amount was required to be spent on CSR during the financial year 2017-18. During the year the Company undertook the activities under CSR in and around the Vallur plant. The Board of your Company in its 49th meeting held on 28.03.2012, gave approval for carrying out the CD/CSR activities at an estimated cost of Rs. 20,60,96,796.00/- over a period 4 years starting from year 2010-11.This was based on the initial socio- economic study carried out by Madras School of social work & the community need assessment survey for 10 villages done in Oct’09. Further in the 55th & 67th Board meetings, the following additional CD works were approved.

a. CD/CSR budget was revised to Rs.22,70,96,796.00/- to include the construction of a road linking NTECL's plant to Township under the Self Sufficiency Scheme of Tamil Nadu Government.

b. Contribution of fund of Rs. 25 Lakhs for tree plantation to Tiruvallur district. c. Providing financial assistance for construction of class room of UNGC (Autonomous)

college with an estimated value of 1 crore d. Construction of Public Distribution Centre(PDS) at Velavan Nagar, VichoorPanchayat to

the estimated value of Rs. 7.41 Lakhs Subsequently, with the expansion of Chennai Corporation limits, 2 villages were deleted from the ambit of the CSR/CD works & the total CD-CSR budget for 8 villages surrounding Vallur TPS stands at Rs.24.03 Crore.

CD works completed in FY 16-17 is as below: Sl.No. Name of the Activity Date Amount (Rs. in

Lakh) 1. Issue of Godrej Table 2 Nos. & 20 Nos. of Godrej

Chairs to RDO, Ponneri 11.04.16 0.75

2. Eye camp for drivers at NTECL Office on 20.04.16 20.04.16 0.17 3. Development of Green District at Tiruvallur for planting

saplings in various areas in the district (15.09.16) 2016-17 25.00

4. Biscuits to schools on Independence Day 16 2016-17 0.62 5. Kondakarai-Kuruvimedu Township Road 2016-17 10.22 6. Road culvert near AthipattuPudunagar Railway station 2016-17 21.17 7. Public Utility buildings/AAQMS 2016-17 15.66 8. Compound Wall for Panchayat Office Kondakarai 2016-17 10.67

Total 84.26 The total amount spent for CSR-CD works till 31.3.17 is Rs. 8.48 Crore.


CIN : U40108DL2003PLC120487

CD works completed in FY 17-18 is as below: Sl.No. Name of the Activity Date Amount (Rs. in

Lakh) 1. Construction of concrete road and drain in

Kondakarai Village under CSR Works.

30.11.2017 96.0

2. Distribution of 5 nos. of scooters with side attachment chasis to 5 differently abled persons in Tiruvallur Dist.

02.12.2017 3.11

The total amount spent for CSR-CD works till 31.3.18 is Rs. 0.99 Crore. (5) Nomination & Remuneration Committee Your Company constituted the Nomination & Remuneration Committee of the Board under requirement of section 178 of the Companies Act, 2013. As on 31st March 2017, the Committee comprises following members:

Shri A.N. Sahay Chairman of the Committee Smt. M. Maheswari Bai Non-executive Director Shri K.R.C Murty Non-executive Director Shri Prakash Tiwari Non-executive Director

During the year, three (3) Meetings of the Committee were held on 23.06.2017, 22.09.2017 and 22.12.2017. The attendances of Directors in these Meetings are as under:

Date of the Meeting/ Name of the Director 23.06.2017 22.09.2017 22.12.2017

Shri A.N. Sahay Yes Yes Yes Shri Gurdeep Singh, Director (w.e.f 23.06.2017 to 22.12.2017 )

NA Yes Yes

Shri K.K. Sharma (up to 31.10.2017) Yes Yes NA Smt. M.Maheswari Bai Yes Yes Yes Shri K R C Murty (w.e.f 22.12.2017) NA NA NA Shri Prakash Tiwari (w.e.f 22.12.2017) NA NA NA

Yes: Present No: Leave of Absence NA: Indicates that the Director was not member of the Committee. The terms of reference of Nomination and Remuneration Committee includes the following:-

i. to formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

ii. to identify persons who may be appointed in Senior Management iii. to carry out evaluation of every Director’s performance and recommend to the board his/her

appointment and removal based on the performance. As the performance evaluation of Directors nominated by NTPC Ltd and TANGEDCO are carried out by respective promoter / Ministry, therefore the scope of committee was restricted accordingly.


CIN : U40108DL2003PLC120487

(6) Statutory Auditors

As per the provisions of the 139 of the Companies Act, 2013, the Statutory Auditors of the Company are appointed by the Comptroller & Auditor General of India (C&AG). M/s S.SONNY ASSOCIATES, Chartered Accountants, Chennai were appointed as Statutory Auditors of the Company for the financial year 2017-18 by the Comptroller & Auditor General of India. The Statutory Auditors have given their unqualified report on the financial statements of the Company and there was no adverse remark or comments in their report.

Further, M/s S.SONNY ASSOCIATES, Chartered Accountants, Chennai has been appointed as Statutory Auditors of the Company for the financial year 2018-19 by the Comptroller & Auditor General of India.

(7) Management comments on Statutory Auditors ReportNil

(8) Review of accounts by Comptroller & Auditor General of India

The Comptroller & Auditor General of India (C&AG), through letter dated 23.07.2018, has given ‘Nil’ comments on the financial statements of your Company for the year ended on 31.03.2018.

(9) Cost Auditor

As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by the Company.

Your Company appointed M/s V.P.Gupta & Co., Cost Accountants as Cost Auditors under Section 148(3) of the Companies (Audit & Auditors) Rules, 2014 for the financial year 2017-18.

The Cost Audit Report for your Company for the financial year ended 31.03.2017 was filed with the Central Government on 26.09.2017. The Cost Audit Report for the financial year ended March 31, 2018 shall be filed within the prescribed time period under the Companies (Cost Records & Audit) Rules, 2014.

(10) Events Subsequent to the date of Financial Statements

No material change and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate, and the date of this report.


CIN : U40108DL2003PLC120487

(11) Extract of Annual Return Extract of Annual Return of the Company is annexed herewith as Annex- A to this Report. (12) Performance Evaluation of the Directors and the Board As required under the Companies Act, 2013, evaluation of performance of directors including that of the Independent Directors/ Board/ Committees is to be carried out either by the Board or by the Nomination and Remuneration Committee or by the Independent Directors. As per the Articles of Association of NTECL, all the Directors are nominated by NTPC and TANGEDCO. The Directors nominated by NTPC or TANGEDCO are being evaluated under a well laid down procedure for evaluation of Functional Directors & CMD as well as of Government Directors by Administrative/respective Ministry. (13) Secretarial Audit The Board has appointed M/s A. Kaushal & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is attached as Annex- B to this Report. (14) Particulars of contracts or arrangements with related parties As per the requirement of Section 188(2) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014, there is no Contract with related parties during the financial year therefore, disclosure of particulars of contracts or arrangements are required to be made. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is applicable. The transactions with related parties are disclosed in the Note No.33 to the Accounts of the Company as per Ind AS-24 (Related Party Disclosures) (15) Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future: Brief of NTECL Tariff order dated 11.07.2017 in petition no. 277/GT/2014

S.No Particulars Rs. Cr. Rs. Cr./MW

1 Capital Cost Allowed by CERC as on COD of U#3(26.02.2015) 7817.37 5.21 2 Capital cost disallowed 454.79

a) Final tariff order for 2009-14 published on 18.04.17.NTECL filed a petition in Appellate

Tribunal against the CERC order; next hearing on the appeal is on 07.08.2018. b) CERC tariff order for the 2014-19 period published with HR norm of 2351.25kcal/kwh.

NTECL filed a miscellaneous petition for relaxation on HR to 2375 kcal/kwh. Petition rejected by CERC vide order dated 25.04.2018.

c) Petition for relaxation of NAPAF for 2017-18 and 2018-19 to 83% from 85% filed on 20.02.18. Petition for cut-off date extension (upto 31.03.2019) filed on 21.02.18. Hearing scheduled, date not published.


CIN : U40108DL2003PLC120487

(i) Zero Date and Time Overrun: LOA Date Unit Time

Considered by CERC from Main Plant award

Actual COD Scheduled Date of Commercial Operation

Time Overrun claimed

(in months)

Time Overrun disallowed

(in months)

28.07.2009 U#3 42 months 26.02.2015 27.01.2013 25.0m 7.0 m

(ii) Other issues: Issues Description 1. Capital

Cost not allowed

Rs. 454.79 cr.

Allowed Rs. 7817.37 cr. on COD

Rs. Cr. IDC- due to delay 54.74 IEDC 15.2 Notional IDC

8.05

Pro rata reduction in 2 packages

0.51

Unexplained Gap 376.29 Total 454.79 Time Overrun Unit-1 7 m

Reasons not Considered

.Delay of 11 months (out of 13 months) from the date of erection to the synchronization of Unit-Ill, has been condoned due to natural calamities i.e. cyclone JAL in November,2010 and THANE in December, 2011 Out of the delay of 12 months from the date of synchronisation to the actual. COD of Unit-Ill due to non completion of CHP work, failure of CW pump and excessive vibration in turbine shaft, a period of 7 months has been condoned.

(iii) Annual Fixed Charges (Rs. Cr):

2014-15 2015-16 2016-17 2017-18 2018-19 1.4.2014 to 25.2.2015

26.2.2015 to 31.3.2015

AFC claimed 1133.82 170.96 201 0.16 2084.39 2 108.9 1 2093.37 AFC allowed by CERC 1117.63 158.06 1762.64 1 832.26 1859.59 1847.69

AFC disallowed 16.19 12.9 247.52 252.13 249.32 245.68


CIN : U40108DL2003PLC120487

(iv) Operational norms (2014-19):

Claimed Allowed REMARKS

NAPAF(%) 83 83/85 ReG ross Station Heat Ra te (kCal/kWh)

2375 2351.25

APC (%) 6.69% 6.69% Extra APC of 0.94% allowed

Sp. Oil Consumption (ml/kWh)

0.5 0.5

Additional O&M Expenses

441 lacs/year

441 lacs /yea r

With applicable O&M escalation rate

(16) Adequacy of internal financial controls with reference to the financial statements The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. (17) Particulars of Employees As per provisions of section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every company is required to include a statement in the Board’s Report giving details of remuneration received by the employee who was in receipt of remuneration of Rs. 1.02 crore or more per year, if employed throughout the year and details of remuneration received by the employee who was in receipt of remuneration of Rs. 8.50 lac or more per month, if employed for part of the year. During the year, no employee of the Company was in receipt of remuneration exceeding the prescribed limit of Rs. 1.02 crore or more per year. However, following employees employed for part of the year were in receipt of remuneration of Rs. 8.50 lac or more per month which includes superannuation benefits like gratuity, earned leaves encashment, etc. S.NO Employees

Number Name of the Employees Gross Amount

(Rs.) Remarks

1. 11937 Subbaianasari Sukumaran 2618503.49 The employees were superannuated on 30.04.2017.

2. 60861 Bodempudi Saratbabu 3629715.60

Details of employees of the category falling under Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014, as amended vide notification dated 30th June 2016, is enclosed as Annexure-C.


CIN : U40108DL2003PLC120487

(18) Issue of Shares in the Financial Year:

During the year under review, the Company issued 4,87,80,000 Equity shares of Rs 10/- each to NTPC and TANGEDCO.

(19) No disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.2. Issue of shares (including sweat equity shares) to employees of the Company under any

scheme.

(20) Establishment of vigil mechanism/ whistle blower policy

The Board of Director of your Company has approved the Whistle Blower Policy as required under Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

(21) Particulars of Loans, Guarantees or Investments under Section 186 The Company has not granted any loans, given any guarantee or made any investments under Section 186 of the Companies Act, 2013 during the year.

(22) Fixed Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits, which are not in compliances with Chapter V of the Act, is not applicable.

(23) The Company has no subsidiary or joint venture

(24) Dividend: The Company has not declared any dividend during the year.

(25) Sexual Harassment of Women at Workplace

The Company has Zero tolerance for Sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder of NTPC.

Under the provision of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case of Sexual Harassment has been reported.

(26) Declaration of Independent Director:

Independent Director has given the declaration that he meets the criteria of Independence as per the provisions of the Companies Act, 2013.


CIN : U40108DL2003PLC120487

(27) Statistical Information on Reservation of SCs/ STs for the year 2017-18: Most of the Employees are from Deputation from NTPC and there are only five employees on the roll of NTECL and they are not SCs/STs.

(28) Information on Differently Abled Persons: With a view to focus on its role as a socially responsible organisation, NTECL has endeavored to take responsibility for adequate representation of Differently abled persons (DAPs) in its workforce.

The detail is given as under:

S.No Name Emp. No Grade Department 1. R.Bramananthan 062012 E2 C&I-Maint

2. T.S.K.Vijayraghvan 055243 W5 HR

3. A.Thiruvengadam 95611 W5 HR

4. K.Mohideen 102525 E3 Operation

5. Shankariah Sivcilla 032176 E2 T/ship Elec.

(29) Details in respect of frauds reported by auditor under section 143(12) other than thosewhich are reportable to the Central Government. :Nil

(30) Amount (if any) which it proposes to carry to any reserves:Nil

(31) Material change & commitments, if any, affecting the financial of company which haveoccurred between the end of the financial year of the company to which the financialstatements relate and the date of the report. :

Nil

(32) A statement indicating development and implementation of a risk management policyfor the company including identification therein of elements of risk, if any, which inthe opinion of the Board may threaten the existence of the Company:

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards had been

followed along with proper explanation relating to material departures;2. the Directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 2017-18 andof the profit of the company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

4. the Directors had prepared the Annual Accounts on a going concern basis; and5. the directors had devised proper systems to ensure compliance with the provisions of all


CIN : U40108DL2003PLC120487

applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS

Presently, the Board of Directors of the Company comprises Shri Prakash Tiwari, Chairman, Shri Vikram Kapur, Shri A.N. Sahay, Smt. M. Maheswari Bai, Smt. S. Geetha, Shri C.V.Anand and Shri D.K..Dubey as Directors.

Change in Board of Directors/KMPs

Following changes have been occurred in the Board of Directors of the Company since last Annual General Meeting dated 22nd September 2017:

a) Shri Prakash Tiwari has been appointed as Additional Director w.e.f. 08.12.2017 in place ofShri K.K.Sharma who ceased to be Director w.e.f. 31.10.2017 due to attaining the age ofsuperannuation.

b) Due to change of Nomination by NTPC, Shri Gurdeep Singh ceased to be director w.e.f.06.04.2018 and Shri C.V Anand appointed as Additional Director w.e.f 10.04.2018 in placeof Shri Gurdeep Singh.

c) Due to change of Nomination by TANGEDCO, Shri M.Sai Kumar ceased to be NomineeDirector w.e.f. 10.04.2018 and Shri Vikram Kapur appointed as Nominee Director w.e.f10.04.2018 in place of Shri M.Sai Kumar.

d) Shri D.K.Dubey has been appointed as Nominee Director w.e.f 24.05.2018 in place ofShri K.R.C Murty who ceased to be director w.e.f. 03.05.2018.

The Board wishes to place on record its deep appreciation for the valuable services rendered by Shri Gurdeep Singh,Shri M.Sai.Kumar and Shri K.R.C.Murty during their association with the Company.

As per the provisions of the Companies Act, 2013, Ms. M.M Bai, Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

ACKNOWLEDGEMENT The Board of Directors wish to place on record their appreciation for the support and co-operation extended by the Union Ministry of Power, Government of Tamil Nadu, NTPC Limited., TANGEDCO, other agencies of Govt. of India/ Govt. of Tamil Nadu, Auditors and the Bankers of the company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees of the Company at all level.

For and on behalf of the Board of Directors

Prakash Tiwari (Chairman)

DIN: 08003157 PLACE: New Delhi DATE: 24th August, 2018

Sd/-


CIN : U40108DL2003PLC120487

Annexure -A Form No. MGT-9

Extract of Annual Return as on the financial year ended on March 31, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : U40108DL2003PLC120487 ii) Registration Date : 23.05.2003 iii) Name of the Company : NTPC TAMIL NADU ENERGY COMPANY

LIMITED iv) Category / Sub-Category of the Company : Public Company / Non-Government Company v) Address of the Registered office and contact details : NTPC Bhawan, Core 7, SCOPE Complex, 7,

Institutional Area, Lodi Road, New Delhi-110003 Ph. No.: 011-2438-7337 Fax No.: 011-24360241 E-mail: [email protected]

vi) Whether listed company Yes / No : No vii) Name, Address and Contact details of Registrar and

Transfer Agent, if any: Not Applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description of main products/Services

NIC code of the Product/service

% to total turnover of the Company

1 Generation of Electricity 35102 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S.No. Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of shares held at the end of the year % Change during

the year Demat Physical Total % of

Total shares

Demat Physical Total % of Total

shares A. Promoters

(1) Indiana)Individual/ HUF(i) As Nominee ofNTPC

- 300 300 0.00

- 300 300 0.00

- (ii) As Nominee ofTamilnadu Generation & Distribution Corporation Limited

- 300 300 0.00 - 300 300 0.00 -

b)Central Govt. - - - - - - - - - c)State Govt.(s) - - - - - - - - - d)Bodies Corp.


CIN : U40108DL2003PLC120487





Total shares


shares NTPC Limited - 138,56,05,812 138,56,05,812 50% - 140,99,95,812 140,99,95,812 50% - Tamil Nadu Generation & Distribution Corporation Limited

- 138,56,05,812 138,56,05,812 50% - 140,99,95,812 140,99,95,812 50% -

e)Banks/FI - - - - - - - - - f) Any Other - - - - - - - - - Sub-total (A) (1):- - 277,12,12,224 277,12,12,224 100% - 2819992224 2819992224 100% - (2) Foreigna)NRIs- individuals - - - - - - - - - b)Other-Individuals - - - - - - - - - c) Bodies Corp. - - - - - - - - - d) Banks / FI - - - - - - - - - e) Any Other - - - - - - - - - Sub-total (A) (2):- - - - - - - - - - Total shareholding of Promoter (A) = (A)(1) + A(2)

- 2771212224 2771212224 100% - 2819992224 2819992224 100% -

B. Public Shareholding1.Institutionsa)Mutual Funds - - - - - - - - - b)Banks/FI - - - - - - - - - c)Central Govt. - - - - - - - - - d)State Govt.(s) - - - - - - - - - e)Venture CapitalFunds

- - - - - - - - -

f)InsuranceCompanies

- - - - - - - - -

g)FIIs - - - - - - - - - h)Foreign VentureCapital Funds

- - - - - - - - -

i)Others(specify) - - - - - - - - - Sub-total (B) (1):- - - - - - - - - - 2.Non-institutionsa)Bodies Corp.i) Indian - - - - - - - - - ii) Overseas - - - - - - - - - b)Individualsi)IndividualShareholders holding nominal share capital upto Rs. 1 lakh

- - - - - - - - -

ii) Individualsshareholdersholding nominal share capital in excess of Rs. 1 lakh

- - - - - - - - -

c)Others(specify) - - - - - - - - - Sub-total (B) (2):- - - - - - - - - - Total Public Shareholding (B)=(B)(1)+(B)(2)

- - - - - - - - -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -


CIN : U40108DL2003PLC120487





Total shares


shares Grand Total (A+B+C)

- 2771212224 2771212224 100% - 2819992224 2819992224 100% -

(ii) Shareholding of Promoters

Sl No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of

the company

% of Shares Pledged /

encumbered to total shares

No. of shares % of total Shares of

the company

% of Shares Pledged /

encumbered to total shares

% change in the shareholding

during the year

1. NTPC Limited

1385606112 50% - 1409995812 50% - -

2. Tamil Nadu Generation & Distribution Corporation Limited

1385606112 50% - 1409995812 50% - -

3. Nominees of NTPC

300 0.00 - 300 0.00 - -

4. Nominees of Tamil Nadu Generation & Distribution Corporation Limited

300 0.00 - 300 0.00 - -

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)SI No.


Cumulative shareholding during the year

No. of shares

% of total shares of the company

No. of shares % of total shares of the company

At the beginning of the year 2771212224 100% 2771212224 100% Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.): Allotment made on 22.09.2017 48780000 100% 2819992224 100%

At the End of the year 2819992224 100% 2819992224 100%

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, promoters and Holders of GDRs and ADRs)SI No.


Cumulative Shareholding during the year

For each of Top 10 shareholders No. of shares

% of total shares of the

company

No. of shares


company At the beginning of the year - - - - Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.):

- - - -

At the end of the year ( or on the date of separation, if separated during the year)

- - - -


CIN : U40108DL2003PLC120487

(v) Shareholding of Directors and Key Managerial Personnel:

SI No.


Cumulative Shareholding during the year

For each of the Directors and KMP No. of shares


company

No. of shares

% of total shares of

the company

1. Shri Gurdeep Singh Chairman & Nominee of NTPC

At the beginning of the year 0.00 0.00 0.00 0.00 Date wise increase / decrease in Shareholding during the year

specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus /sweat equity etc): Transfer from Shri K. Biswal on 23.06.2017

100 0.00 100 0.00

At the End of the year 100 0.00 100 0.00 2. Dr. M. Sailkumar- IAS

Director & Nominee of TANGEDCO

At the beginning of the year 100 0.00 100 0.00 Date wise increase / decrease in Shareholding during the year

specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus /sweat equity etc).

Nil 0.00 Nil 0.00

At the End of the year 100 0.00 100 0.00 3. Shri K.R.C. Murty

Director & Nominee of NTPC


specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus /sweat equity etc): Transfer from Shri V.B. Fadnavis on 22.9.2017

100 0.00 100 0.00

At the End of the year 100 0.00 100 0.00 4. Shri Prakash Tiwari

Director & Nominee of NTPC


specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus /sweat equity etc) : Transfer from Shri K.K.Sharma on 31.10.2017

100 0.00 100 0.00

At the End of the year 100 0.00 100 0.00 5. Smt. S.Geetha


At the beginning of the year Nil 0.00 Nil 0.00 Date wise increase / decrease in Shareholding during the year

specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus /sweat equity etc): Transfer from Smt. M.A. Helen on 23.06.2017

100 0.00 100 0.00

At the End of the year 100 0.00 100 0.00 6. Smt. M. Maheswari Bai



specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus /sweat equity etc): Transfer from Shri S. Sekkizhar on 09.08.2016

100 0.00 100 0.00

At the End of the year 100 0.00 100 0.00


CIN : U40108DL2003PLC120487

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrue but not due for payment

Particular Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount69,43,87,49,465 0 0 69,43,87,49,465

ii) Interest due but not paid 0 0 0 0 iii) Interest accrued but notdue 6,63,81,148 0 0 6,63,81,148 Total (i + ii + iii)

69,50,51,30,613 0 0 69,50,51,30,613 Change in Indebtedness during the financial year - Addition

0 0 0 0 - Reduction 5,25,38,50,355 0 0 5,25,38,50,355 Net Change

5,25,38,50,355 0 0 5,25,38,50,355 Indebtedness at the end of the financial year i) Principal amount

64,18,48,99,110 0 0 64,18,48,99,110 ii) Interest due but not paid 0 0 0 0 iii) Interest accrued but notdue 4,17,85,226 0 0 4,17,85,226 Total ( i + ii + iii) 64,22,66,84,336 64,22,66,84,336

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No.

Particulars of Remuneration Name of MD/WTD/Manager

Total Amount

1. Gross Salary(a) Salary as per provisions contained in section 17(1) if the Income-tax Act,1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - - -

2. Stock Option - - - - - 3. Sweat Equity - - - - - 4. Commission

- as % of profit- Others, specify…

- - - - -

5. Others, please specify - - - - - Total (A) - - - - - Ceiling as per the Act - - - - -


CIN : U40108DL2003PLC120487

B. Remuneration to other directors:

Sl. No.

Particulars of Remuneration

Name of Directors Total Amount Shri A.N. Sahay

1. Independent Directors

• Fee for attending Board / committee meetings • Commission • Others, please specify

2,20,000

- -

2,20,000

- -

Total (1) 2,20,000

2,20,000

2. Other Non-Executive Directors

• Fee for attending board committee meetings • Commission • Others, please specify

- - -

Total (2) - - -

Total (B) = (1 + 2) 2,20,000

2,20,000

Total Managerial Remuneration

2,20,000

2,20,000

Overall Ceiling as per the Act - -

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. No.

Particulars of Remuneration

Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Key Managerial Personnel

CEO CEO CEO

Co. Sec.

CFO

Total (Shri M

Krishna Siva Rama)%

(Shri C.V.Anand)#

(Shri Debasis Sarkar)^

(Shri Amit Garg)

(Shri Evani

Sastry)

1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

32,63,679 44,69,170 45,48,570 20,87,048 34,45,354 178,13,821

(b) Value of perquisites u/s 17(2) of Income Tax Act, 1961

295,103 346,581 350,385 83,640 5,54,956 16,30,665

(c) Profits in lieu of salary under section 17(3) of Income Tax Act, 1961

- - - - - -

2 Stock Option - - - - - -


CIN : U40108DL2003PLC120487

3 Sweat Equity - - - - - -

4 Commission - as % of Profit - - - - - -

- others(specify) - - - - - -

5 Others please specify - - - - - -

Total 35,58,782 48,15,751 48,98,955 21,70,688 40,00,310 194,44,486

CEO: % Shri M Krishna Siva Rama (up to 9.09.2017) and #Shri C V Anand (up to 11.12.2017 and ^Shri D.Sarkar w.e.f 12.12.2017

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief description

Details of Penalty / Punishment / Compounding fees imposed

Authority (RD / NCLT / COURT)

Appeal made, if any (give details)

A. COMPANYPenalty - - - - - Punishment - - - - - Compounding - - - - - B. DIRECTORSPenalty - - - - - Punishment - - - - - Compounding - - - - - C. OTHER OFFICERS IN DEFAULTPenalty - - - - - Punishment - - - - - Compounding - - - - -

For and on behalf of Board of Directors

(Prakash Tiwari) Chairman

DIN: 08003157 PLACE: New Delhi DATE: 24th August, 2018

Sd/-

Annexure-B


CIN : U40108DL2003PLC120487

Annexure – C Details of employees of the category falling under Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014, as amended vide notification dated 30th June 2016

S.NO Employees Number

Name of the Employees Gross Amount (Rs.) Remarks

1. 3406 Suvash Chandra Naik 5793257.26

2. 1642 Puthanpura Sivaraman Unnikrishnan Nair 5920422.11

3. 3515 John Cherian 6215872.42

4. 2819 D Muralidharan 6236898.85

5. 20313 S P Muthu Krishnan 6352939.76

6. 3002 K S Ramaswamy 6359649.77

7. 5516 K C Muraleedharan 6427737.50

8. 2410 Dileepan P 6468537.62

9. 4512 Rajesh Bharadwaj 6486483.01

10. 2361 George V S 6707348.76

Annexure-B

NTPC Tamil Nadu Energy Company Limited CIN: U40108DL2003PLC120487

Regd. Office: NTPC Bhawan, SCOPE Complex, 7 Institutional Area, Lodi Road, New Delhi-110 003

Tel. no.: 011-24387789 Fax: 011-24360241 Email: [email protected]; Website: www.ntpcntecljv.co.in

ATTENDANCE SLIP

15TH ANNUAL GENERAL MEETING TO BE HELD ON 14th September, 2018 at 12.00 Noon

NAME OF THE ATTENDING MEMEBR (IN BLOCK LETTERS) *Folio No.

DP ID No.

Client ID No.

No. of shares Held

NAME OF PROXY (IN BLOCK LETTERS, TO BE FILLED IF THE PROXY ATTENDS INSTEAD OF THE MEMBER) I, hereby record my presence at 14th Annual General Meeting of the Company held on 14th September, 2018 at 12.00 Noon at NTPC Bhawan, Core-7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi- 110 003. Signature of Member/ Proxy

*Applicable in case of shares held in Physical Form.

NOTES:

1. Only Shareholder(s) present in person or through registered proxy shall be entertained.

2. No gifts will be distributed at the Annual General Meeting.

********************************************************************************

NTPC Tamil Nadu Energy Company Limited

CIN: U40108DL2003PLC120487 Regd. Office: NTPC Bhawan, SCOPE Complex, 7 Institutional Area, Lodi Road,

New Delhi-110 003 Tel. no.: 011-24387789 Fax: 011-24360241

Email: [email protected]; Website: www.ntpcntecljv.co.in FORM OF PROXY

Name of the member (s):

Registered address:

Folio No/ DP ID- Client Id:

Email ID

No. of Shares held

I/We, being the member (s) of …………. shares of the above named company, hereby appoint:

1. Name: Address: E-mail Id: Signature:

Or failing him

2. Name: Address: E-mail Id: Signature:

Or failing him 3. Name: Address: E-mail Id: Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the company, to be held 14th September, 2018 at 12.00 Noon at NTPC Bhawan, Core-7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi-110 003 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No.

Resolution For Against

Ordinary Business 1. Adoption of audited financial statements of the Company for the year ended

March 31, 2018, the reports of the Board of Directors and Auditors thereon.

2. Re-appointment of Smt. Mahadevan Maheswari Bai (DIN: 07160357), who retires by rotation

3. Fixation of remuneration of Statutory Auditors

Special Business 4. Appointment of Shri Prakash Tiwari (DIN :08003157), as Director 5. Appointment of Shri C.V.Anand (DIN: 08087484 ), as Director 7. Ratification of remuneration of the Cost Auditors for the financial year 2018-19

Signed this…… day of……… 2018 Signature of shareholder

Signature of Proxy holder(s)

NOTES:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.

2. The Proxy Form should be signed across the stamp as per specimen signature registered .

3. Please put ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

4. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

Affix Revenue Stamp of

Rs.1/-

ntpc ar 2017-18.cdr - ntecl

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